Quad/Graphics Completes Acquisition of Vertis

SUSSEX, Wis.--(BUSINESS WIRE)--Quad/Graphics, Inc. (NYSE: QUAD) (“Quad/Graphics”) announces that it has
completed its acquisition of substantially all of the assets of Vertis
Holdings, Inc., for a net purchase price of $170 million. This assumes
the purchase price of $267 million less the payment of $97 million for
current assets that are in excess of normalized working capital
requirements. Quad/Graphics used cash on hand and drew on its revolving
credit facility to finance the acquisition.

“We are excited to begin our work as an expanded company and build on
our long-standing commitment to take print to a higher level”

The Company expects the acquisition of Vertis to strengthen and expand
its client offering with:

An enhanced range of products, services and revenue-generating
solutions;

Expanded industry vertical expertise;

Increased manufacturing flexibility and distribution efficiencies from
an extended geographic footprint; and

New opportunities to help clients realize mailing and distribution
cost-savings from the combined volumes and capabilities of the two
companies.

“We are excited about our acquisition of Vertis and the opportunities it
brings to advance our business and create value for our clients,
employees and shareholders,” said Joel Quadracci, Chairman, President &
CEO of Quad/Graphics. “We have strengthened our retail ad insert, direct
marketing and in-store marketing solutions, and have expanded our
support services to include media planning and placement, and marketing
services. With more talent and broader solutions, we are better
positioned than ever to drive business results for our clients.”

Vertis generated an estimated $1.1 billion in revenues in 2012 and
approximately $55 million in annual EBITDA on an unaudited basis,
adjusted for restructuring, impairment and other transaction-related
expenses. The combined company will employ approximately 25,000
employees from more than 70 print-production facilities in North
America, Latin America and Europe.

Gerald Sokol, Jr., Chief Executive Officer of Vertis, said: “We have had
the opportunity to work very closely with Joel Quadracci and his team
over these last several months in planning a successful integration.
More than ever, we are convinced that this combination represents the
best possible outcome for our customers, employees and other
stakeholders.”

“We are excited to begin our work as an expanded company and build on
our long-standing commitment to take print to a higher level,” Quadracci
said. “Print has power in today’s multichannel world and we know how to
leverage that power to make print perform better than ever.”

Notes Regarding Forward-Looking Statements

To the extent any statements made in this press release contain
information that is not historical, these statements are forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of
1934, as amended. These forward-looking statements relate to, among
other things, objectives, goals, strategies, beliefs, intentions, plans,
estimates, prospects, projections and outlook, and can generally be
identified by the use of words such as “may,” “will,” “expect,”
“intend,” “estimate,” “anticipate,” “plan,” “foresee,” “believe,” or
“continue,” or the negatives of these terms, variations on them and
other similar expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements.

These forward-looking statements are not guarantees of future
performance and are subject to risks, uncertainties and other factors,
some of which are beyond the control of Quad/Graphics. These risks,
uncertainties and other factors could cause actual results to differ
materially from those expressed or implied by those forward-looking
statements. These risks, uncertainties and other factors are discussed
in Item 1A of Quad/Graphics’ most recent Form 10-K and include the
following: the impact of significant overcapacity in the highly
competitive commercial printing industry, which creates downward pricing
pressure and fluctuating demand for printing services; the potential
inability of Quad/Graphics to reduce costs and improve operating
efficiency rapidly enough to meet market conditions; the inability of
Quad/Graphics to achieve the potential synergies expected from the
completed acquisition of Vertis or the possibility that it may take
longer or cost more than expected to achieve those synergy savings;
unexpected costs or liabilities related to the acquisition of Vertis;
failure to successfully integrate the operations of Quad/Graphics and
Vertis; the continued operation of Vertis under Chapter 11 of the United
States Bankruptcy Code as part of the transaction process and any
possible negative impacts flowing therefrom; the impact of electronic
media and similar technological changes; the impact of changing future
economic conditions; the potential failure to renew long-term contracts
with customers, the renewal of those contracts under different terms, or
customer nonperformance in accordance with the terms and for the
duration of long-term contracts; significant capital expenditures may be
needed to maintain Quad/Graphics’ platform and processes and to remain
technologically and economically competitive; the impact of fluctuations
in costs (including labor-related costs, energy costs, freight rates and
raw materials) and the impact of fluctuations in the availability of raw
materials; the impact of regulatory matters and legislative developments
or changes in laws, including changes in environmental and privacy laws
and postal rates, regulations and services; the impact on Quad/Graphics
class A common shareholders of a limited active market for Quad/Graphics
common stock and the inability to independently elect directors or
control decisions due to the class B common stock voting rights; an
other than temporary decline in operating results and enterprise value
that could lead to non-cash impairment charges due to the impairment of
goodwill, other intangible assets and property, plant and equipment;
restrictions imposed by various covenants in the Company’s debt
facilities may affect the Company’s ability to operate its business; and
the inability to retain and attract additional, key employees, or the
adverse effects of any strikes or other labor protests.

Quad/Graphics cautions that the foregoing list of risks, uncertainties
and other factors is not exhaustive and you should carefully consider
the other factors detailed from time to time in Quad/Graphics’ filings
with the United States Securities and Exchange Commission and other
uncertainties and potential events when relying on forward-looking
statements to make decisions with respect to Quad/Graphics.

Because forward-looking statements are subject to assumptions and
uncertainties, actual results may differ materially from those expressed
or implied by such forward-looking statements. You are cautioned not to
place undue reliance on such statements, which speak only as of the date
of this press release. Except to the extent required by the federal
securities laws, Quad/Graphics does not undertake any obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

About Quad/Graphics

Quad/Graphics (NYSE: QUAD) is a global provider of print and related
multichannel solutions for consumer magazines, special interest
publications, catalogs, retail ad inserts, direct mail, books,
directories, and commercial and specialty products, including in-store
solutions. Headquartered in Sussex, Wis. (just west of Milwaukee), the
Company has print-production facilities as well as other support
locations throughout North America, Latin America and Europe. As a
printing industry innovator, Quad/Graphics (www.QG.com)
is redefining the power of print in today’s multimedia world by helping
its clients use print as the foundation of multichannel communications
strategies to drive their top-line revenues while reducing their total
cost of print production through workflow solutions, and pioneering
distribution and mailing programs, among other offerings.

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